COMMON STOCK PURCHASE WARRANT WIFIMED HOLDINGS COMPANY, INC.Wifimed Holdings Company, Inc. • May 15th, 2008 • Computer & office equipment
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, ______________________ (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to the close of business on the five year anniversary of the date of the Authorized Share Approval (the "Termination Date") but not thereafter, to subscribe for and purchase from WiFiMed Holdings Company, Inc., a Nevada corporation (the "Company"), up to _________ shares (the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2008 • Wifimed Holdings Company, Inc. • Computer & office equipment • New York
This Securities Purchase Agreement (this "Agreement") is dated as of May 13, 2008 between WiFiMed Holdings Company, Inc., a Nevada corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").
10% SENIOR CONVERTIBLE DEBENTURE DUE NOVEMBER 13, 2008Wifimed Holdings Company, Inc. • May 15th, 2008 • Computer & office equipment • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Convertible Debentures of WiFiMed Holdings Company, Inc., a Nevada corporation, (the "Company"), having its principal place of business at 2000 RiverEdge Parkway, Suite GL 100A, Atlanta, GA 30328, designated as its 10% Senior Convertible Debenture due November 13, 2008 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures").
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 15th, 2008 • Wifimed Holdings Company, Inc. • Computer & office equipment • New York
SUBSIDIARY GUARANTEE, dated as of May 13, 2008 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between WifiMed Holdings Company, Inc., a Nevada corporation (the "Company") and the Purchasers.
Subordination Agreement May 13, 2008 To the Purchasers Signatory to the Purchase Agreement (as defined below):Subordination Agreement • May 15th, 2008 • Wifimed Holdings Company, Inc. • Computer & office equipment
The undersigned lenders (each a "Creditor", and collectively referred to as "Creditors") are creditors of WiFiMed Holdings Company Inc., a Nevada corporation and/or its direct and indirect subsidiaries (each of the Company, and its direct and indirect subsidiaries, a "Borrower" and collectively, the "Borrowers") and desire that each of the Purchasers (each, a "Senior Lender" and collectively, the "Senior Lenders") extend such financial accommodations to the Borrowers as Borrowers may request and as the Senior Lenders may deem proper, including, without limitation, up to $1,000,000 of Debentures pursuant to that certain Securities Purchase Agreement dated on or about May 13, 2008 among the Borrower and the Senior Lenders (the "Purchase Agreement"). Defined terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
TO: The Purchasers of WifiMed Holdings Company, Inc. 10% Convertible Debentures and Warrants To Whom It May Concern:Wifimed Holdings Company, Inc. • May 15th, 2008 • Computer & office equipment
It is my understanding that the Company is contemplating entering into a Purchase Agreement dated May 13, 2008 ("Purchase Agreement") and that the Purchase Agreement requires (i) the vote by the stockholders of the Company to approve an amendment to the Company's articles or certificate of incorporation that increases the number of authorized shares of Common Stock from 75,000,000 to at least 500,000,000 (the "Amendment") and (ii) the filing by the Company of the Amendment with the Secretary of State of the State of Nevada and the acceptance of the Amendment by the Secretary of State of the State of Nevada.
CONSENT, WAIVER AND AMENDMENTConsent, Waiver and Amendment Agreement • May 15th, 2008 • Wifimed Holdings Company, Inc. • Computer & office equipment
THIS CONSENT, WAIVER AND AMENDMENT AGREEMENT (this "Agreement"), dated as of May 13, 2008 is entered into by and among WifiMed Holdings Company, Inc., a Nevada corporation (the "Company"), and the persons identified as "Holders" on the signature pages hereto (the "Holders").
Subordination AgreementSubordination Agreement • May 15th, 2008 • Wifimed Holdings Company, Inc. • Computer & office equipment
The undersigned lenders (each a "Creditor", and collectively referred to as "Creditors") are creditors of WiFiMed Holdings Company Inc., a Nevada corporation and/or its direct and indirect subsidiaries (each, a "Borrower" and collectively referred to herein as "Borrowers") and desire that Enable Growth Partners LP, Enable Opportunity Partners LP, and Pierce Diversified Strategy Master Fund LLC, ena (each, a "Senior Lender" and collectively, the "Senior Lenders") continue to extend such financial accommodations to the Borrowers as Borrowers may request and as the Senior Lenders may deem proper and to grant a waiver to permit the Borrowers to enter into that certain Securities Purchase Agreement dated on or about May 13, 2008. Defined terms not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement dated May 13, 2008 among the Borrower, the Creditors, and the investors signatory thereto (the "May Purchase Agreement"). For the purpose of i
TO: The Purchasers of WifiMed Holdings Company, Inc. 10% Convertible Debentures and Warrants To Whom It May Concern:Wifimed Holdings Company, Inc. • May 15th, 2008 • Computer & office equipment
This letter will confirm my agreement to vote all shares of WifiMed Holdings Company, Inc. (the "Company") voting stock over which I have voting control in favor of any resolution presented to the shareholders of the Company to approve the Authorized Share Approval (as defined below). This agreement is given in consideration of, and as a condition to enter into a Securities Purchase Agreement, dated May 13, 2008, among the Company and the purchasers signatory thereto, to provide capital to the Company and is not revocable by me.
